Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2021shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Sep. 30, 2021 |
Document Transition Report | false |
Entity File Number | 001-38678 |
Entity Registrant Name | UPWORK INC. |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 46-4337682 |
Entity Address, Address Line One | 475 Brannan Street, Suite 430 |
Entity Address, City or Town | San Francisco, |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 94107 |
City Area Code | 650 |
Local Phone Number | 316-7500 |
Title of 12(b) Security | Common Stock, $0.0001 par value per share |
Trading Symbol | UPWK |
Security Exchange Name | NASDAQ |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding (in shares) | 128,233,545 |
Amendment Flag | false |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | Q3 |
Entity Central Index Key | 0001627475 |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 600,077 | $ 94,081 |
Marketable securities | 96,764 | 75,570 |
Funds held in escrow, including funds in transit | 172,691 | 135,042 |
Trade and client receivables – net of allowance of $2,274 and $1,661 as of September 30, 2021 and December 31, 2020, respectively | 58,231 | 47,018 |
Prepaid expenses and other current assets | 12,156 | 9,090 |
Total current assets | 939,919 | 360,801 |
Property and equipment, net | 22,344 | 28,139 |
Goodwill | 118,219 | 118,219 |
Intangible assets, net | 0 | 667 |
Operating lease asset | 12,736 | 19,729 |
Other assets, noncurrent | 1,269 | 1,672 |
Total assets | 1,094,487 | 529,227 |
Current liabilities | ||
Accounts payable | 3,370 | 6,455 |
Escrow funds payable | 172,691 | 135,042 |
Debt, current | 0 | 7,581 |
Accrued expenses and other current liabilities | 45,048 | 32,868 |
Deferred revenue | 20,742 | 16,801 |
Total current liabilities | 241,851 | 198,747 |
Debt, noncurrent | 560,559 | 3,142 |
Operating lease liability, noncurrent | 18,075 | 20,506 |
Other liabilities, noncurrent | 9,169 | 7,522 |
Total liabilities | 829,654 | 229,917 |
Commitments and contingencies (Note 6) | ||
Stockholders’ equity | ||
Common stock, $0.0001 par value; 490,000,000 shares authorized as of September 30, 2021 and December 31, 2020; 128,233,545 and 124,795,222 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 13 | 12 |
Additional paid-in capital | 493,328 | 494,122 |
Accumulated deficit | (228,508) | (194,824) |
Total stockholders’ equity | 264,833 | 299,310 |
Total liabilities and stockholders’ equity | $ 1,094,487 | $ 529,227 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 2,274 | $ 1,661 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 490,000,000 | 490,000,000 |
Common stock, shares issued (in shares) | 128,233,545 | 124,795,222 |
Common stock, shares outstanding (in shares) | 128,233,545 | 124,795,222 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 128,141 | $ 96,748 | $ 365,941 | $ 267,475 |
Cost of revenue | 34,933 | 26,596 | 98,457 | 75,489 |
Gross profit | 93,208 | 70,152 | 267,484 | 191,986 |
Operating expenses | ||||
Research and development | 30,873 | 20,833 | 85,610 | 60,728 |
Sales and marketing | 43,192 | 33,577 | 128,613 | 98,695 |
General and administrative | 26,083 | 18,047 | 81,969 | 52,973 |
Provision for transaction losses | 1,377 | 724 | 3,701 | 2,654 |
Total operating expenses | 101,525 | 73,181 | 299,893 | 215,050 |
Loss from operations | (8,317) | (3,029) | (32,409) | (23,064) |
Interest expense | 746 | 152 | 1,055 | 640 |
Other (income) expense, net | 222 | (452) | 161 | 31 |
Loss before income taxes | (9,285) | (2,729) | (33,625) | (23,735) |
Income tax provision | (26) | (18) | (59) | (57) |
Net loss | $ (9,311) | $ (2,747) | $ (33,684) | $ (23,792) |
Net loss per share, basic (in dollars per share) | $ (0.07) | $ (0.02) | $ (0.27) | $ (0.20) |
Net loss per share, diluted (in dollars per share) | $ (0.07) | $ (0.02) | $ (0.27) | $ (0.20) |
Weighted-average shares used to compute new loss per share, basic (in shares) | 127,914,696 | 120,680,797 | 126,651,490 | 117,120,815 |
Weighted-average shares used to compute new loss per share, diluted (in shares) | 127,914,696 | 120,680,797 | 126,651,490 | 117,120,815 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2019 | 113,604,398 | |||
Beginning balance at Dec. 31, 2019 | $ 259,424 | $ 11 | $ 431,370 | $ (171,957) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock upon exercise of stock options (in shares) | 6,744,484 | |||
Issuance of common stock upon exercise of stock options | 23,343 | $ 1 | 23,342 | |
Stock-based compensation expense | 18,927 | 18,927 | ||
Issuance of common stock for settlement of RSUs (in shares) | 1,162,183 | |||
Tides Foundation common stock warrant expense and other | 1,011 | 1,011 | ||
Issuance of common stock in connection with employee stock purchase plan (in shares) | 264,244 | |||
Issuance of common stock in connection with employee stock purchase plan | 2,661 | 2,661 | ||
Net loss | (23,792) | (23,792) | ||
Ending balance (in shares) at Sep. 30, 2020 | 121,775,309 | |||
Ending balance at Sep. 30, 2020 | 281,574 | $ 12 | 477,311 | (195,749) |
Beginning balance (in shares) at Jun. 30, 2020 | 119,267,694 | |||
Beginning balance at Jun. 30, 2020 | 270,143 | $ 12 | 463,133 | (193,002) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock upon exercise of stock options (in shares) | 2,096,934 | |||
Issuance of common stock upon exercise of stock options | 7,333 | 7,333 | ||
Stock-based compensation expense | 6,734 | 6,734 | ||
Issuance of common stock for settlement of RSUs (in shares) | 410,681 | |||
Tides Foundation common stock warrant expense and other | 111 | 111 | ||
Net loss | (2,747) | (2,747) | ||
Ending balance (in shares) at Sep. 30, 2020 | 121,775,309 | |||
Ending balance at Sep. 30, 2020 | 281,574 | $ 12 | 477,311 | (195,749) |
Beginning balance (in shares) at Dec. 31, 2020 | 124,795,222 | |||
Beginning balance at Dec. 31, 2020 | 299,310 | $ 12 | 494,122 | (194,824) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock upon exercise of stock options (in shares) | 1,899,902 | |||
Issuance of common stock upon exercise of stock options | 6,636 | $ 1 | 6,635 | |
Stock-based compensation expense | 38,743 | 38,743 | ||
Issuance of common stock for settlement of RSUs (in shares) | 1,302,963 | |||
Tides Foundation common stock warrant expense and other | 533 | 533 | ||
Issuance of common stock in connection with employee stock purchase plan (in shares) | 235,458 | |||
Issuance of common stock in connection with employee stock purchase plan | 2,688 | 2,688 | ||
Purchases of capped calls related to convertible senior notes | (49,393) | (49,393) | ||
Net loss | (33,684) | (33,684) | ||
Ending balance (in shares) at Sep. 30, 2021 | 128,233,545 | |||
Ending balance at Sep. 30, 2021 | 264,833 | $ 13 | 493,328 | (228,508) |
Beginning balance (in shares) at Jun. 30, 2021 | 127,616,789 | |||
Beginning balance at Jun. 30, 2021 | 308,528 | $ 13 | 527,712 | (219,197) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock upon exercise of stock options (in shares) | 224,785 | |||
Issuance of common stock upon exercise of stock options | 909 | 909 | ||
Stock-based compensation expense | 13,917 | 13,917 | ||
Issuance of common stock for settlement of RSUs (in shares) | 391,971 | |||
Tides Foundation common stock warrant expense and other | 183 | 183 | ||
Issuance of common stock in connection with employee stock purchase plan (in shares) | 0 | |||
Issuance of common stock in connection with employee stock purchase plan | 0 | 0 | ||
Purchases of capped calls related to convertible senior notes | (49,393) | (49,393) | ||
Net loss | (9,311) | (9,311) | ||
Ending balance (in shares) at Sep. 30, 2021 | 128,233,545 | |||
Ending balance at Sep. 30, 2021 | $ 264,833 | $ 13 | $ 493,328 | $ (228,508) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (33,684) | $ (23,792) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Provision for transaction losses | 3,004 | 2,654 |
Depreciation and amortization | 8,187 | 7,444 |
Amortization of debt issuance costs | 441 | 43 |
Amortization of premium (accretion of discount) of purchases of marketable securities, net | 103 | (311) |
Amortization of operating lease asset | 2,712 | 2,927 |
Tides Foundation common stock warrant expense | 563 | 564 |
Stock-based compensation expense | 38,666 | 19,527 |
Impairment expense | 7,389 | 0 |
Changes in operating assets and liabilities: | ||
Trade and client receivables | (13,967) | (12,490) |
Prepaid expenses and other assets | (2,163) | (284) |
Operating lease liability | 114 | (1,420) |
Accounts payable | (3,188) | 5,087 |
Accrued expenses and other liabilities | 9,987 | 10,448 |
Deferred revenue | 5,120 | 3,015 |
Net cash provided by operating activities | 23,284 | 13,412 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of marketable securities | (108,828) | (70,215) |
Proceeds from maturities of marketable securities | 87,500 | 89,000 |
Purchases of property and equipment | (565) | (6,210) |
Internal-use software and platform development costs | (4,221) | (5,567) |
Net cash provided by (used in) investing activities | (26,114) | 7,008 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Changes in escrow funds payable | 37,649 | 19,409 |
Proceeds from exercises of stock options | 6,636 | 23,343 |
Proceeds from employee stock purchase plan | 2,688 | 2,661 |
Proceeds from borrowings on debt | 0 | 18,000 |
Repayment of debt | (10,750) | (23,729) |
Proceeds from issuance of convertible senior notes | 575,000 | 0 |
Payment of debt issuance costs | (14,855) | 0 |
Purchases of capped calls related to convertible senior notes | (49,393) | 0 |
Net cash provided by financing activities | 546,975 | 39,684 |
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 544,145 | 60,104 |
Cash, cash equivalents, and restricted cash—beginning of period | 232,463 | 159,603 |
Cash, cash equivalents, and restricted cash—end of period | 776,608 | 219,707 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 347 | 640 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING ACTIVITIES: | ||
Property and equipment purchased but not yet paid | 251 | 395 |
Internal-use software and platform development costs incurred but not yet paid | $ 118 | $ 0 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Upwork Inc., which is referred to as the Company or Upwork, operates a work marketplace that connects businesses, which are referred to as clients, with independent talent. Independent talent on the Company’s work marketplace, which are referred to as freelancers, and, together with clients, as users, include independent professionals and agencies of varying sizes and are an increasingly sought-after, critical, and expanding segment of the global workforce. The Company is currently headquartered in San Francisco, California. Unless otherwise expressly stated or the context otherwise requires, the terms “Upwork” and the “Company” in these notes to the condensed consolidated financial statements refer to Upwork and its wholly-owned subsidiaries. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, which is referred to as U.S. GAAP, and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, which is referred to as the Annual Report, filed with the SEC on February 24, 2021. The condensed consolidated balance sheet as of December 31, 2020 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by U.S. GAAP. The condensed consolidated financial statements include the accounts of Upwork and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. The accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, changes in stockholders’ equity and cash flows for the interim periods, but do not purport to be indicative of the results of operations or financial condition to be anticipated for the full year ending December 31, 2021. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the periods presented. Such estimates include, but are not limited to: the useful lives of assets; assessment of the recoverability of long-lived assets; goodwill impairment; standalone selling price of material rights and the period of time over which to defer and recognize the consideration allocated to the material rights; allowance for doubtful accounts; liabilities relating to transaction losses; stock-based compensation; and accounting for income taxes. Management bases its estimates on historical experience and on various other assumptions that management believes to be reasonable under the circumstances. The Company evaluates its estimates, assumptions, and judgments on an ongoing basis using historical experience and other factors and revises them when facts and circumstances dictate. The Company shifted to a flexible work model for its workforce and is evaluating its current need for office space. During the nine months ended September 30, 2021, the Company executed a sub-sublease agreement to sublease the entirety of its former headquarters in Santa Clara, California. As a result, during the nine months ended September 30, 2021, the Company incurred an impairment charge of $7.4 million related to the associated operating lease asset and property and equipment. The Company may determine to either close or sublease certain of its other offices, either of which may result in further impairment charges. See “Note 5—Balance Sheet Components” for additional information regarding this impairment. Notwithstanding the foregoing, the Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. Recently Adopted Accounting Pronouncements The significant accounting policies applied in the Company’s audited consolidated financial statements, as disclosed in the Annual Report, are applied consistently in these unaudited interim condensed consolidated financial statements, except as noted below. In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. For public companies, this guidance is effective for fiscal years beginning after December 15, 2021 and interim periods within those fiscal years. Early adoption is permitted. The Company early adopted the standard as of January 1, 2021 and applied this guidance to the convertible senior notes issued in August 2021. Refer to “Note 7—Debt” for additional information. Recent Accounting Pronouncements Not Yet Adopted The Company has reviewed all accounting pronouncements issued during the nine months ended September 30, 2021 and concluded they were either not applicable or not expected to have a material impact on the Company’s condensed consolidated financial statements. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of Revenue See “Note 9 —Segment and Geographical Information” for the Company’s revenue disaggregated by type of service and geographic area. Remaining Performance Obligations As of September 30, 2021, the Company had approximately $26.1 million of remaining performance obligations. The Company’s remaining performance obligations consist of transaction price that has been allocated to unexercised material rights related to the Company’s arrangements with freelancers subject to tiered service fees, subscriptions, memberships, “Connects” (virtual tokens that allow freelancers to bid on projects on the Company’s platform), and certain incentive payments made to the Company by payment processors. As of September 30, 2021, the Company expects to recognize approximately $20.7 million over the next 12 months, with the remaining balance recognized thereafter. The Company has applied the practical expedients and exemptions and does not disclose the value of remaining performance obligations for: (i) contracts with an original expected length of one year or less; and (ii) contracts for which the variable consideration is allocated entirely to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance obligation under the series guidance. Contract Balances The following table provides information about the balances of the Company’s trade and client receivables, net of allowance and contract liabilities included in deferred revenue and other liabilities, noncurrent (in thousands): September 30, 2021 December 31, 2020 Trade and client receivables, net of allowance $ 58,231 $ 47,018 Contract liabilities Deferred revenue 20,742 16,801 Deferred revenue (component of other liabilities, noncurrent) 5,356 4,177 During the three and nine months ended September 30, 2021, changes in the contract liabilities balances were a result of normal business activity and deferral, and subsequent recognition, of revenue related to arrangements with freelancers subject to tiered service fees and related allocation of transaction price to material rights. Revenue recognized during the three and nine months ended September 30, 2021 that was included in deferred revenue as of June 30, 2021 and December 31, 2020 was $6.6 million and $14.0 million, respectively. Revenue recognized during the three and nine months ended September 30, 2020 that was included in deferred revenue as of June 30, 2020 and December 31, 2019 was $5.2 million and $10.9 million, respectively. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company defines fair value as the exchange price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance describes three levels of inputs that may be used to measure fair value: • Level I—Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets; • Level II—Observable inputs other than Level I prices, such as unadjusted quoted prices for similar assets or liabilities in active markets, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and • Level III—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation. The categorization of a financial instrument within the fair value hierarchy is based upon the lowest level of input that is significant to its fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the assets or liabilities. The Company’s financial instruments that are carried at fair value consist of Level I and Level II assets as of September 30, 2021 and December 31, 2020. The following tables set forth the fair value of the Company’s financial assets measured at fair value on a recurring basis based on the three-tier fair value hierarchy (in thousands): September 30, 2021 Level I Level II Level III Total Cash equivalents Money market funds $ 578,138 $ — $ — $ 578,138 Marketable securities Commercial paper — 63,721 — 63,721 U.S. government securities 9,981 — — 9,981 Corporate bonds — 14,652 — 14,652 Asset-backed securities — 8,411 — 8,411 Total financial assets $ 588,119 $ 86,784 $ — $ 674,903 December 31, 2020 Level I Level II Level III Total Cash equivalents Money market funds $ 65,723 $ — $ — $ 65,723 Commercial paper — 5,999 — 5,999 Marketable securities Commercial paper — 50,965 — 50,965 Treasury Bills 4,499 — — 4,499 U.S. government securities 20,106 — — 20,106 Total financial assets $ 90,328 $ 56,964 $ — $ 147,292 For each of the three and nine months ended September 30, 2021 and 2020, the gross unrealized gains and losses on the Company’s marketable securities were immaterial. As of September 30, 2021 and 2020, the Company considered any decreases in market value to be temporary in nature and did not consider any of the Company’s marketable securities to be other-than-temporarily impaired. As such, the Company did not record any impairment charges with respect to its marketable securities during each of the three and nine months ended September 30, 2021 and 2020. As of December 31, 2020, the Company had debt obligations outstanding of $10.8 million under the Company’s Loan and Security Agreement, as amended, which is referred to as the Loan Agreement. As of September 30, 2021, the Loan Agreement had been terminated and no amounts thereunder were outstanding. See “Note 7—Debt” for additional information. The Company considered the balances outstanding under the Loan Agreement to be Level II liabilities as of December 31, 2020. |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Balance Sheet Components Cash and Cash Equivalents, Restricted Cash, and Funds Held In Escrow, Including Funds In Transit The following table reconciles cash and cash equivalents, restricted cash, and funds held in escrow that are restricted as reported in the condensed consolidated balance sheets to the total of the same amounts shown in the condensed consolidated statements of cash flows as of September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 Cash and cash equivalents $ 600,077 $ 94,081 Restricted cash 3,840 3,340 Funds held in escrow, including funds in transit 172,691 135,042 Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows $ 776,608 $ 232,463 Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): September 30, 2021 December 31, 2020 Computer equipment and software $ 5,321 $ 4,819 Internal-use software and platform development 24,781 20,727 Leasehold improvements 11,752 14,613 Office furniture and fixtures 3,353 3,354 Total property and equipment 45,207 43,513 Less: accumulated depreciation (22,863) (15,374) Property and equipment, net $ 22,344 $ 28,139 For the three months ended September 30, 2021 and 2020, depreciation expense related to property and equipment was $0.8 million and $1.0 million, respectively. For the nine months ended September 30, 2021 and 2020, depreciation expense related to property and equipment was $2.8 million and $2.5 million, respectively. For the three months ended September 30, 2021 and 2020, the Company capitalized $0.7 million and $2.3 million of internal-use software and platform development costs, respectively. For the nine months ended September 30, 2021 and 2020, the Company capitalized $4.1 million and $5.6 million of internal-use software and platform development costs, respectively. For the three months ended September 30, 2021 and 2020, amortization expense related to the capitalized internal-use software and platform development costs was $1.6 million and $1.0 million, respectively. For the nine months ended September 30, 2021 and 2020, amortization expense related to the capitalized internal-use software and platform development costs was $4.7 million and $3.0 million, respectively. In 2021, the Company shifted to a flexible work model for its workforce and is evaluating its current need for office space. In April 2021, the Company executed a sub-sublease agreement to sublease the entirety of its former headquarters in Santa Clara, California. The sub-sublease agreement became effective in May 2021 upon receipt of the consent of the Company’s landlord and master lessor. The term of the sub-sublease commenced on June 1, 2021 and expires on May 31, 2024 unless terminated earlier in accordance therewith. Rent payments begin on January 1, 2022 and approximate $0.1 million per month. Rent payments will be recorded within general and administrative expenses within the Company’s condensed consolidated statements of operations. Neither party has the option to renew or extend the sub-sublease agreement. Under the sub-sublease agreement, the Company is not relieved of its original obligation with the master lessor that expires on October 15, 2028. The Company determined the sub-sublease agreement is an operating lease, which is consistent with the classification of the original sublease with the master lessor. As a result of the execution of the sub-sublease agreement, the Company determined that indicators of impairment existed with respect to the asset group that consisted of the Santa Clara office operating lease asset and associated leasehold improvements, furniture and fixtures, and hardware. Accordingly, the Company conducted an impairment test to assess whether the fair value of the asset group was lower than its carrying value. The results of the impairment test indicated that the fair value of the asset group was lower than its carrying value. The Company determined the fair value of the asset group using the discounted cash flow method. The assumptions used in the discounted cash flow analysis included projected sublease income over the remaining term of the original sublease with the master lessor, expected downtime prior to the commencement of future subleases, and a discount rate the Company believes reflects the level of risk associated with these future cash flows. The Company considers these assumptions to be Level III inputs in accordance with the fair value hierarchy described in “Note 4—Fair Value Measurements.” During the nine months ended September 30, 2021, the Company recorded an impairment charge of $7.4 million, of which $4.3 million was allocated to the Santa Clara office operating lease asset, $2.9 million was allocated to the associated leasehold improvements, and $0.2 million was allocated to the associated furniture and fixtures and hardware. The Company recorded this impairment charge within general and administrative expenses within its condensed consolidated statement of operations for the nine months ended September 30, 2021. Intangible Assets, Net All of the Company’s identifiable intangible assets were fully amortized as of March 31, 2021. For the three months ended September 30, 2020, amortization expense of intangible assets was $0.7 million. For the nine months ended September 30, 2021 and 2020, amortization expense of intangible assets was $0.7 million and $2.0 million, respectively. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, 2021 December 31, 2020 Accrued compensation and related benefits $ 17,896 $ 14,007 Accrued freelancer costs 1,335 1,235 Accrued indirect taxes 3,166 3,818 Accrued vendor expenses 13,847 8,662 Accrued payment processing fees 2,005 1,219 Operating lease liability, current 6,270 3,725 Other 529 202 Total accrued expenses and other current liabilities $ 45,048 $ 32,868 Stockholders’ Equity On January 18, 2021, which is referred to as the CEO Award Grant Date, the compensation committee of the board of directors of the Company approved a stock option grant, which is referred to as the CEO Award, exercisable for up to 1,500,000 shares of the Company’s common stock to Hayden Brown, the Company’s President and Chief Executive Officer, under the Company’s 2018 Employee Incentive Plan, which is referred to as the 2018 EIP. The CEO Award is subject to a service-based vesting requirement, which is referred to as the Service Condition, and a performance-based vesting requirement, which is referred to as the Market Condition. In order for any shares subject to the CEO Award to be exercisable, both the Service Condition and the Market Condition must be satisfied with respect to such shares. The CEO Award vests with respect to the Service Condition in sixteen equal quarterly installments following the CEO Award Grant Date, subject to Ms. Brown’s continuous service to the Company as Chief Executive Officer, Executive Chairperson, or any C-level officer position. The CEO Award vests with respect to the Market Condition upon the achievement of certain volume weighted-average common stock price targets measured over any consecutive 90-day period between the CEO Award Grant Date and April 18, 2026. The 90-day volume weighted-average common stock price targets, and the number of shares of the CEO Award that become vested with respect to the Market Condition upon the achievement of each such target, are reflected in the following table: Stock Price Number of Shares Vested $60 100,000 $70 200,000 $80 300,000 $90 400,000 $100 500,000 Stock-based compensation expense associated with the CEO Award will be recognized over the longer of the expected achievement period for the Market Condition and the Service Condition. The Market Condition period and the valuation of each tranche of the CEO Award were determined using a Monte Carlo simulation. Stock-based compensation expense for the CEO Award is recorded as a component of general and administrative expense in the Company’s condensed consolidated statement of operations. In the event the Market Condition is met prior to the expected achievement period, any then-unrecognized compensation expense associated with the shares that have vested with respect to both the Market Condition and the Service Condition will be recognized immediately in the Company’s condensed consolidated statements of operations. For the three and nine months ended September 30, 2021, the Company recorded stock-based compensation expense of $3.0 million and $8.3 million, respectively, related to the CEO Award. As of September 30, 2021, total unrecognized stock-based compensation cost was $20.5 million, which is expected to be recognized over a weighted-average period of 2.0 years. On February 17, 2021, which is referred to as the PSU Grant Date, the compensation committee of the board of directors of the Company approved performance stock unit awards, which are referred to as PSU Awards, to certain members of the Company’s leadership team under the 2018 EIP. The number of performance stock units, which are referred to as PSUs, that are earned by the recipients, which is referred to as Earned PSUs, will be determined based on the Company’s revenue achievement during fiscal year 2021, which is referred to as the PSU Performance Condition. Upon attainment of the PSU Performance Condition, the Earned PSUs will be subject to a time-based vesting requirement conditioned on the recipient of the PSU Award continuing to provide service to the Company for four years from the PSU Grant Date, which is referred to as the PSU Service Condition. The Earned PSUs will vest with respect to 25% of the Earned PSUs on the one-year anniversary of the PSU Grant Date and 1/16th of the Earned PSUs on a quarterly basis thereafter. Stock-based compensation expense associated with the PSU Awards is a component of operating expenses in the Company’s condensed consolidated statements of operations and will be recognized over the longer of the expected achievement period for the PSU Performance Condition and the PSU Service Condition. The grant date fair value of the PSU Awards was determined using the Company’s closing common stock price on the PSU Grant Date multiplied by the number of PSUs that were probable of being earned on the PSU Grant Date. At each interim reporting date prior to the date on which the compensation committee of the board of directors certifies the PSU Performance Condition, the number of PSUs that are probable of being earned is reassessed and any changes are reflected in the total stock-based compensation expense associated with the PSU Awards. During the three and nine months ended September 30, 2021, the Company recorded stock-based compensation expense of $0.9 million and $2.2 million related to the PSU Awards. As of September 30, 2021, total unrecognized stock-based compensation cost was $4.1 million, which is expected to be recognized over a weighted-average period of 1.9 years. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Letters of Credit In conjunction with the Company’s operating lease agreements, as of September 30, 2021 and December 31, 2020, the Company had three irrevocable letters of credit outstanding in the aggregate amounts of $0.8 million and $1.0 million, respectively. The letters of credit are collateralized by restricted cash in the same amount. No amounts had been drawn against these letters of credit as of September 30, 2021 and December 31, 2020. Contingencies The Company accrues contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. Potential contingencies may include various claims and litigation or non-income tax matters that arise from time to time in the normal course of business. Due to uncertainties inherent in such contingencies, the Company can give no assurance that it will prevail in any such matters, which could subject the Company to significant liability or damages. Any claims, litigation, or other contingencies could have an adverse effect on the Company’s business, financial position, results of operations, or cash flows in or following the period that claims, litigation, or other contingencies are resolved. As of September 30, 2021 and December 31, 2020, the Company was not a party to any material legal proceedings or claims, nor is the Company aware of any pending or threatened litigation or claims, including non-income tax matters, that could reasonably be expected to have a material adverse effect on its business, operating results, cash flows, or financial condition. Accordingly, the amounts accrued for contingencies for which the Company believes a loss is probable were not material as of September 30, 2021 and December 31, 2020. Indemnification The Company has indemnification agreements with its officers, directors, and certain key employees to indemnify them while they are serving in good faith in their respective positions. In the ordinary course of business, the Company enters into contractual arrangements under which it agrees to provide indemnification of varying scope and terms to clients, business partners, vendors, and other parties, including, but not limited to, losses arising out of the Company’s breach of such agreements, claims related to potential data or information security breaches, intellectual property infringement claims made by third parties, and other liabilities relating to or arising from the Company’s products and services or its acts or omissions. In addition, subject to the terms of the applicable agreement, as part of the Company’s Upwork Enterprise and certain other premium offerings, the Company indemnifies clients that subscribe to worker classification services for losses arising from worker misclassification. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the facts and circumstances involved in each particular provision. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table presents the carrying value of the Company’s debt obligations as of September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 Convertible Senior Notes $ 575,000 $ — First Term Loan — 6,250 Second Term Loan — 4,500 Total debt 575,000 10,750 Less: unamortized debt issuance costs (14,441) (27) Balance 560,559 10,723 Debt, current — (7,581) Debt, noncurrent $ 560,559 $ 3,142 Weighted-average interest rate 0.76 % 5.64 % Term Debt Under the Loan Agreement, the aggregate amount of the facility was up to $49.0 million, consisting of a term loan in the original principal amount of $15.0 million, which is referred to as the First Term Loan, a term loan in the original principal amount of $9.0 million, which is referred to as the Second Term Loan, and, together with the First Term Loan, as the Term Loans, and a revolving line of credit, which permitted borrowings of up to $25.0 million subject to customary conditions. On August 5, 2021, the Company entered into an agreement, which is referred to as the Payoff Agreement, with its lender to fully repay the remaining outstanding principal amounts plus accrued and unpaid interest outstanding under its Term Loans and terminate the Loan Agreement. There were no amounts outstanding under the Company’s revolving line of credit as of August 5, 2021. Pursuant to the Payoff Agreement, the full repayment of the Term Loans amounted to $5.8 million, and as of August 5, 2021, the Loan Agreement, including the Term Loans and revolving line of credit, was terminated. As of September 30, 2021, no amounts remained outstanding under the Loan Agreement. The Company was in compliance with its covenants under the Loan Agreement as of August 5, 2021 and December 31, 2020. During the three and nine months ended September 30, 2021, the Company repaid $3.8 million and $6.3 million related to the First Term Loan, respectively, and $3.2 million and $4.5 million related to the Second Term Loan, respectively. During the three and nine months ended September 30, 2020, the Company repaid $1.3 million and $3.8 million related to the First Term Loan, respectively, and $0.6 million and $1.9 million related to the Second Term Loan, respectively. As of December 31, 2020, no amounts were outstanding on the Company’s revolving line of credit. Convertible Senior Notes On August 10, 2021, the Company issued, at par value, $575.0 million aggregate principal amount of 0.25% convertible senior notes due 2026, which are referred to as the Notes. The issuance included the full exercise of an option granted by the Company to the initial purchasers of the Notes to purchase an additional $75.0 million aggregate principal amount of Notes. The Notes were issued pursuant to and are subject to the terms and conditions of an indenture, which is referred to as the Indenture, between the Company and Wells Fargo Bank, National Association, as trustee. The Notes were offered and sold in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Notes are senior, unsecured obligations of the Company and will bear interest at a rate of 0.25% per year. Interest will accrue from August 10, 2021 and will be payable semiannually in arrears on February 15 and August 15 of each year, beginning on February 15, 2022, and the principal amount of the Notes will not accrete. The Notes will mature on August 15, 2026, unless earlier redeemed, repurchased, or converted in accordance with the terms of the Notes. Holders may convert all or any portion of their Notes, in multiples of $1,000 principal amount at the option of the holder (i) prior to the close of business on the business day immediately preceding May 15, 2026, only upon satisfaction of certain conditions and during certain periods specified below, and (ii) on or after May 15, 2026, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date: • during any calendar quarter commencing after the calendar quarter ending on December 31, 2021, if the last reported sale price of the Company’s common stock is greater than or equal to 130% of the conversion price for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter of the conversion price on each applicable trading day; • during the five five • if the Company calls such Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; and • upon the occurrence of specified corporate events described in the Indenture. Upon conversion, the Notes may be settled in shares of the Company’s common stock, cash or a combination of cash and shares of the common stock, at the election of the Company. The Notes have an initial conversion rate of 15.1338 shares of common stock per $1,000 principal amount of Notes, which is subject to adjustment in certain circumstances. This is equivalent to an initial conversion price of approximately $66.08 per share of the Company’s common stock. The conversion rate is subject to customary adjustments under certain circumstances in accordance with the terms of the Indenture. In addition, if certain corporate events that constitute a make-whole fundamental change (as defined in the Indenture) occur or if the Company issues a notice of redemption with respect to the Notes prior to the maturity date, then the conversion rate will, in certain circumstances, be increased for a specified period of time. The Company may redeem for cash all or any portion of the Notes (subject to a partial redemption limitation), at the Company’s option, on or after August 20, 2024, if the last reported sale price per share of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid interest, if any, to, but excluding, the redemption date. No sinking fund is provided for the Notes, which means that the Company is not required to redeem or retire the Notes periodically. Upon the occurrence of a fundamental change (as defined in the Indenture), subject to certain conditions, holders have the right to require the Company to repurchase for cash all or a portion of their Notes at a price equal to 100% of the principal amount of the Notes to be repurchased, plus any accrued and unpaid interest thereon, if any, until, but excluding, the fundamental change repurchase date. The Notes are the Company’s senior unsecured obligations and rank senior in right of payment to any of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment to any of the Company’s existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries. The net proceeds from the issuance of the Notes were approximately $560.1 million, after deducting debt issuance costs. The total debt issuance costs incurred and recorded by the Company amounted to $14.9 million, which were recorded as a reduction to the face amount of the Notes and will be amortized to interest expense using the effective interest method over the contractual term of the Notes. For the three and nine months ended September 30, 2021, interest expense related to the Notes and amortization of the issuance costs was $0.6 million. The effective interest rate for the three and nine months ending September 30, 2021 was approximately 0.78%. As of September 30, 2021, the if-converted value of the Notes did not exceed the outstanding principal amount. As of September 30, 2021, the total estimated fair value of the Notes was $588.8 million and was determined based on a market approach using actual bids and offers of the Notes in an over-the-counter market on the last trading day of the period. The Company considers these assumptions to be Level II inputs in accordance with the fair value hierarchy described in “Note 4—Fair Value Measurements.” Capped Calls In connection with the pricing of the Notes on August 5, 2021 and in connection with the full exercise by the initial purchasers on August 9, 2021 of their option to purchase additional Notes, the Company used approximately $49.4 million of the net proceeds from the issuance of the Notes to enter into privately negotiated capped call transactions, which are referred to as the Capped Calls, with various financial institutions. Subject to customary anti-dilution adjustments substantially similar to those applicable to the Notes, the Capped Calls cover the number of shares of the Company’s common stock initially underlying the Notes. By entering into the Capped Calls, the Company expects to reduce the potential dilution to its common stock (or, in the event a conversion of the Notes is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion of the Notes its common stock price per share exceeds the conversion price of the Notes, with such reduction subject to a cap based on the cap price. If, however, the market price per share of common stock, as measured under the terms of the Capped Calls, exceeds the cap price of the Capped Calls, there would be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that the then-market price per share of common stock exceeds the cap price of the Capped Calls. The initial cap price of the Capped Calls is $92.74 per share of common stock, which represents a premium of 100% over the last reported sale price of the common stock of $46.37 per share on August 5, 2021, and is subject to certain customary adjustments under the terms of the Capped Calls; provided that the cap price will not be reduced to an amount less than the strike price of $66.08 per share. The Capped Calls are separate transactions and are not part of the terms of the Notes. The Capped Calls meet the criteria for classification as equity and, as such, are not remeasured each reporting period and are included as a reduction to additional paid-in-capital within stockholders’ equity. |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share The following table sets forth the computation of the Company’s basic and diluted net loss per share for the periods presented (in thousands, except share and per share data): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Numerator: Net loss $ (9,311) $ (2,747) $ (33,684) $ (23,792) Denominator: Weighted-average shares used to compute net loss per share, basic and diluted 127,914,696 120,680,797 126,651,490 117,120,815 Net loss per share, basic and diluted $ (0.07) $ (0.02) $ (0.27) $ (0.20) The following potentially dilutive shares were excluded from the computation of diluted net loss per share because including them would have been anti-dilutive: As of September 30, 2021 2020 Options to purchase common stock 4,402,667 7,744,337 Common stock issuable upon exercise of common stock warrants 400,000 450,000 Common stock issuable upon vesting of restricted stock units 4,663,447 5,983,872 Common stock issuable in connection with employee stock purchase plan 262,029 898,426 Common stock issuable in connection with convertible senior notes 8,701,935 — Total 18,430,078 15,076,635 |
Segment and Geographical Inform
Segment and Geographical Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment and Geographical Information | Segment and Geographical Information The Company operates as one operating and reportable segment for purposes of allocating resources and evaluating financial performance. The following table sets forth total revenue by type of service for the periods presented (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Marketplace $ 117,783 $ 88,040 $ 336,913 $ 241,286 Managed services 10,358 8,708 29,028 26,189 Total revenue $ 128,141 $ 96,748 $ 365,941 $ 267,475 The Company generates its revenue from freelancers and clients. The following table sets forth total revenue by geographic area based on the billing address of its freelancers and clients for the periods presented (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Freelancers United States $ 18,429 $ 15,832 $ 55,308 $ 44,129 India 11,109 8,796 31,430 24,148 Philippines 8,602 5,995 23,668 16,436 Rest of world 37,046 28,120 107,112 78,308 Total freelancers 75,186 58,743 217,518 163,021 Clients United States 39,661 28,861 110,275 76,174 Rest of world 13,294 9,144 38,148 28,280 Total clients 52,955 38,005 148,423 104,454 Total revenue $ 128,141 $ 96,748 $ 365,941 $ 267,475 Substantially all of the Company’s long-lived assets were located in the United States as of September 30, 2021 and December 31, 2020. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, which is referred to as U.S. GAAP, and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, which is referred to as the Annual Report, filed with the SEC on February 24, 2021. The condensed consolidated balance sheet as of December 31, 2020 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by U.S. GAAP. The condensed consolidated financial statements include the accounts of Upwork and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. The accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, changes in stockholders’ equity and cash flows for the interim periods, but do not purport to be indicative of the results of operations or financial condition to be anticipated for the full year ending December 31, 2021. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the periods presented. Such estimates include, but are not limited to: the useful lives of assets; assessment of the recoverability of long-lived assets; goodwill impairment; standalone selling price of material rights and the period of time over which to defer and recognize the consideration allocated to the material rights; allowance for doubtful accounts; liabilities relating to transaction losses; stock-based compensation; and accounting for income taxes. Management bases its estimates on historical experience and on various other assumptions that management believes to be reasonable under the circumstances. The Company evaluates its estimates, assumptions, and judgments on an ongoing basis using historical experience and other factors and revises them when facts and circumstances dictate. |
Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements The significant accounting policies applied in the Company’s audited consolidated financial statements, as disclosed in the Annual Report, are applied consistently in these unaudited interim condensed consolidated financial statements, except as noted below. In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. For public companies, this guidance is effective for fiscal years beginning after December 15, 2021 and interim periods within those fiscal years. Early adoption is permitted. The Company early adopted the standard as of January 1, 2021 and applied this guidance to the convertible senior notes issued in August 2021. Refer to “Note 7—Debt” for additional information. Recent Accounting Pronouncements Not Yet Adopted The Company has reviewed all accounting pronouncements issued during the nine months ended September 30, 2021 and concluded they were either not applicable or not expected to have a material impact on the Company’s condensed consolidated financial statements. |
Fair Value Measurements | The Company defines fair value as the exchange price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance describes three levels of inputs that may be used to measure fair value: • Level I—Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets; • Level II—Observable inputs other than Level I prices, such as unadjusted quoted prices for similar assets or liabilities in active markets, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and • Level III—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation. The categorization of a financial instrument within the fair value hierarchy is based upon the lowest level of input that is significant to its fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the assets or liabilities. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Contract with Customer, Asset and Liability | The following table provides information about the balances of the Company’s trade and client receivables, net of allowance and contract liabilities included in deferred revenue and other liabilities, noncurrent (in thousands): September 30, 2021 December 31, 2020 Trade and client receivables, net of allowance $ 58,231 $ 47,018 Contract liabilities Deferred revenue 20,742 16,801 Deferred revenue (component of other liabilities, noncurrent) 5,356 4,177 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial Assets Measured at Fair Value | The following tables set forth the fair value of the Company’s financial assets measured at fair value on a recurring basis based on the three-tier fair value hierarchy (in thousands): September 30, 2021 Level I Level II Level III Total Cash equivalents Money market funds $ 578,138 $ — $ — $ 578,138 Marketable securities Commercial paper — 63,721 — 63,721 U.S. government securities 9,981 — — 9,981 Corporate bonds — 14,652 — 14,652 Asset-backed securities — 8,411 — 8,411 Total financial assets $ 588,119 $ 86,784 $ — $ 674,903 December 31, 2020 Level I Level II Level III Total Cash equivalents Money market funds $ 65,723 $ — $ — $ 65,723 Commercial paper — 5,999 — 5,999 Marketable securities Commercial paper — 50,965 — 50,965 Treasury Bills 4,499 — — 4,499 U.S. government securities 20,106 — — 20,106 Total financial assets $ 90,328 $ 56,964 $ — $ 147,292 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Cash and Cash Equivalents | The following table reconciles cash and cash equivalents, restricted cash, and funds held in escrow that are restricted as reported in the condensed consolidated balance sheets to the total of the same amounts shown in the condensed consolidated statements of cash flows as of September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 Cash and cash equivalents $ 600,077 $ 94,081 Restricted cash 3,840 3,340 Funds held in escrow, including funds in transit 172,691 135,042 Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows $ 776,608 $ 232,463 |
Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): September 30, 2021 December 31, 2020 Computer equipment and software $ 5,321 $ 4,819 Internal-use software and platform development 24,781 20,727 Leasehold improvements 11,752 14,613 Office furniture and fixtures 3,353 3,354 Total property and equipment 45,207 43,513 Less: accumulated depreciation (22,863) (15,374) Property and equipment, net $ 22,344 $ 28,139 |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, 2021 December 31, 2020 Accrued compensation and related benefits $ 17,896 $ 14,007 Accrued freelancer costs 1,335 1,235 Accrued indirect taxes 3,166 3,818 Accrued vendor expenses 13,847 8,662 Accrued payment processing fees 2,005 1,219 Operating lease liability, current 6,270 3,725 Other 529 202 Total accrued expenses and other current liabilities $ 45,048 $ 32,868 |
Summary of Activity under Stock Option Plans | The 90-day volume weighted-average common stock price targets, and the number of shares of the CEO Award that become vested with respect to the Market Condition upon the achievement of each such target, are reflected in the following table: Stock Price Number of Shares Vested $60 100,000 $70 200,000 $80 300,000 $90 400,000 $100 500,000 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Carrying Value of Debt | The following table presents the carrying value of the Company’s debt obligations as of September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 Convertible Senior Notes $ 575,000 $ — First Term Loan — 6,250 Second Term Loan — 4,500 Total debt 575,000 10,750 Less: unamortized debt issuance costs (14,441) (27) Balance 560,559 10,723 Debt, current — (7,581) Debt, noncurrent $ 560,559 $ 3,142 Weighted-average interest rate 0.76 % 5.64 % |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table sets forth the computation of the Company’s basic and diluted net loss per share for the periods presented (in thousands, except share and per share data): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Numerator: Net loss $ (9,311) $ (2,747) $ (33,684) $ (23,792) Denominator: Weighted-average shares used to compute net loss per share, basic and diluted 127,914,696 120,680,797 126,651,490 117,120,815 Net loss per share, basic and diluted $ (0.07) $ (0.02) $ (0.27) $ (0.20) |
Schedule of Potentially Dilutive Shares Excluded from Computation of Diluted Net Loss Per Share Attributable to Common Stockholders | The following potentially dilutive shares were excluded from the computation of diluted net loss per share because including them would have been anti-dilutive: As of September 30, 2021 2020 Options to purchase common stock 4,402,667 7,744,337 Common stock issuable upon exercise of common stock warrants 400,000 450,000 Common stock issuable upon vesting of restricted stock units 4,663,447 5,983,872 Common stock issuable in connection with employee stock purchase plan 262,029 898,426 Common stock issuable in connection with convertible senior notes 8,701,935 — Total 18,430,078 15,076,635 |
Segment and Geographical Info_2
Segment and Geographical Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Revenue by Type of Service | The following table sets forth total revenue by type of service for the periods presented (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Marketplace $ 117,783 $ 88,040 $ 336,913 $ 241,286 Managed services 10,358 8,708 29,028 26,189 Total revenue $ 128,141 $ 96,748 $ 365,941 $ 267,475 |
Revenue by Geographic Area Based on Billing Address of Freelancers and Clients | The following table sets forth total revenue by geographic area based on the billing address of its freelancers and clients for the periods presented (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Freelancers United States $ 18,429 $ 15,832 $ 55,308 $ 44,129 India 11,109 8,796 31,430 24,148 Philippines 8,602 5,995 23,668 16,436 Rest of world 37,046 28,120 107,112 78,308 Total freelancers 75,186 58,743 217,518 163,021 Clients United States 39,661 28,861 110,275 76,174 Rest of world 13,294 9,144 38,148 28,280 Total clients 52,955 38,005 148,423 104,454 Total revenue $ 128,141 $ 96,748 $ 365,941 $ 267,475 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | |||
Impairment expense | $ 7,400 | $ 7,389 | $ 0 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Remaining Performance Obligation | $ 26.1 | $ 26.1 | ||
Deferred Revenue | 6.6 | $ 5.2 | 14 | $ 10.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Remaining Performance Obligation | $ 20.7 | $ 20.7 | ||
Remaining Performance Obligation Recognized Thereafter | 12 months | 12 months |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Trade and client receivables, net of allowance | $ 58,231 | $ 47,018 |
Contract liabilities | ||
Deferred revenue | 20,742 | 16,801 |
Deferred revenue (component of other liabilities, noncurrent) | $ 5,356 | $ 4,177 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 674,903 | $ 147,292 |
Total debt | 575,000 | 10,750 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 578,138 | 65,723 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 5,999 | |
Marketable securities | 63,721 | 50,965 |
Treasury bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 4,499 | |
U.S. government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 9,981 | 20,106 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 14,652 | |
Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 8,411 | |
Level I | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 588,119 | 90,328 |
Level I | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 578,138 | 65,723 |
Level I | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Marketable securities | 0 | 0 |
Level I | Treasury bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 4,499 | |
Level I | U.S. government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 9,981 | 20,106 |
Level I | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | |
Level I | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | |
Level II | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 86,784 | 56,964 |
Level II | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Level II | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 5,999 | |
Marketable securities | 63,721 | 50,965 |
Level II | Treasury bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | |
Level II | U.S. government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Level II | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 14,652 | |
Level II | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 8,411 | |
Level III | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 0 | 0 |
Level III | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Level III | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Marketable securities | 0 | 0 |
Level III | Treasury bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | |
Level III | U.S. government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | $ 0 |
Level III | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | |
Level III | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 0 |
Balance Sheet Components - Cash
Balance Sheet Components - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Balance Sheet Related Disclosures [Abstract] | ||||
Cash and cash equivalents | $ 600,077 | $ 94,081 | ||
Restricted cash | 3,840 | 3,340 | ||
Funds held in escrow, including funds in transit | 172,691 | 135,042 | ||
Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statement of cash flows | $ 776,608 | $ 232,463 | $ 219,707 | $ 159,603 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 01, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||||
Total property and equipment | $ 45,207 | $ 45,207 | $ 43,513 | ||||
Less: accumulated depreciation | (22,863) | (22,863) | (15,374) | ||||
Property and equipment, net | 22,344 | 22,344 | 28,139 | ||||
Depreciation expense | 800 | $ 1,000 | 2,800 | $ 2,500 | |||
Capitalized internal-use software and platform development costs | 700 | 2,300 | 4,100 | 5,600 | |||
Amortization of internal-use software and platform development costs | 1,600 | $ 1,000 | 4,700 | 3,000 | |||
Lessor, operating lease, monthly payments to be received | $ 100 | ||||||
Asset impairment charges | $ 7,400 | 7,389 | $ 0 | ||||
Operating lease, impairment loss | 4,300 | ||||||
Impairment of leasehold | 2,900 | ||||||
Impairment, long-lived asset, held-for-use | 200 | ||||||
Computer equipment and software | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Total property and equipment | 5,321 | 5,321 | 4,819 | ||||
Internal-use software and platform development | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Total property and equipment | 24,781 | 24,781 | 20,727 | ||||
Leasehold improvements | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Total property and equipment | 11,752 | 11,752 | 14,613 | ||||
Office furniture and fixtures | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Total property and equipment | $ 3,353 | $ 3,353 | $ 3,354 |
Balance Sheet Components - Inta
Balance Sheet Components - Intangible Assets, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |||
Amortization expense of intangible assets | $ 0.7 | $ 0.7 | $ 2 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued compensation and related benefits | $ 17,896 | $ 14,007 |
Accrued freelancer costs | 1,335 | 1,235 |
Accrued indirect taxes | 3,166 | 3,818 |
Accrued vendor expenses | 13,847 | 8,662 |
Accrued payment processing fees | 2,005 | 1,219 |
Operating lease liability, current | 6,270 | 3,725 |
Other | 529 | 202 |
Total accrued expenses and other current liabilities | $ 45,048 | $ 32,868 |
Balance Sheet Components - Stoc
Balance Sheet Components - Stockholders' Equity (Details) $ / shares in Units, $ in Thousands | Feb. 17, 2021 | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($)installment$ / sharesshares | Sep. 30, 2020USD ($) | Jan. 18, 2021shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based payment arrangement, noncash expense | $ | $ 38,666 | $ 19,527 | |||
Performance Shares | CEO Award | Chief Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercisable shares (in shares) | 1,500,000 | ||||
Number of installments | installment | 16 | ||||
Share-based payment arrangement, noncash expense | $ | $ 3,000 | $ 8,300 | |||
Stock-based compensation not yet recognized | $ | 20,500 | $ 20,500 | |||
Stock-based compensation not yet recognized, recognition period | 2 years | ||||
Performance Shares | CEO Award | Chief Executive Officer | Target one | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock price (in dollars per share) | $ / shares | $ 60 | ||||
Number of shares vested (in shares) | 100,000 | ||||
Performance Shares | CEO Award | Chief Executive Officer | Target two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock price (in dollars per share) | $ / shares | $ 70 | ||||
Number of shares vested (in shares) | 200,000 | ||||
Performance Shares | CEO Award | Chief Executive Officer | Target three | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock price (in dollars per share) | $ / shares | $ 80 | ||||
Number of shares vested (in shares) | 300,000 | ||||
Performance Shares | CEO Award | Chief Executive Officer | Target four | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock price (in dollars per share) | $ / shares | $ 90 | ||||
Number of shares vested (in shares) | 400,000 | ||||
Performance Shares | CEO Award | Chief Executive Officer | Target five | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock price (in dollars per share) | $ / shares | $ 100 | ||||
Number of shares vested (in shares) | 500,000 | ||||
Performance Shares | PSU Award | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Performance Shares | PSU Award | Target one | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 25.00% | ||||
Performance Shares | PSU Award | Target two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 6.25% | ||||
Performance Shares | PSU Award | Members of Companies Leadership | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based payment arrangement, noncash expense | $ | 900 | $ 2,200 | |||
Stock-based compensation not yet recognized | $ | $ 4,100 | $ 4,100 | |||
Stock-based compensation not yet recognized, recognition period | 1 year 10 months 24 days |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Sep. 30, 2021USD ($)letter | Aug. 05, 2021USD ($) | Dec. 31, 2020USD ($)letter |
Commitments and Contingencies Disclosure [Abstract] | |||
Letters of credit held | letter | 3 | 3 | |
Line of credit facility, maximum borrowing capacity (up to) | $ 800,000 | $ 1,000,000 | |
Long-term line of credit | $ 0 | $ 0 | $ 0 |
Debt - Summary of Carrying Valu
Debt - Summary of Carrying Value of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Aug. 10, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Total debt | $ 575,000 | $ 10,750 | |
Less: unamortized debt issuance costs | (14,441) | (27) | |
Balance | 560,559 | 10,723 | |
Debt, current | 0 | (7,581) | |
Debt, noncurrent | $ 560,559 | $ 3,142 | |
Weighted-average interest rate | 0.76% | 5.64% | |
Convertible Senior Notes | |||
Debt Instrument [Line Items] | |||
Total debt | $ 575,000 | $ 575,000 | $ 0 |
First Term Loan | |||
Debt Instrument [Line Items] | |||
Total debt | 0 | 6,250 | |
Second Term Loan | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | $ 4,500 |
Debt - Term Debt (Details)
Debt - Term Debt (Details) - USD ($) | Aug. 05, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity (up to) | $ 800,000 | $ 800,000 | $ 1,000,000 | |||
Long-term line of credit | $ 0 | 0 | 0 | 0 | ||
Repayment of debt | 10,750,000 | $ 23,729,000 | ||||
Outstanding long-term debt | 575,000,000 | 575,000,000 | 10,750,000 | |||
Loan Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity (up to) | 49,000,000 | 49,000,000 | ||||
Repayment of debt | $ 5,800,000 | |||||
Outstanding long-term debt | 0 | 0 | ||||
First Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | 15,000,000 | 15,000,000 | ||||
Repayment of debt | 3,800,000 | $ 1,300,000 | 6,300,000 | 3,800,000 | ||
Outstanding long-term debt | 0 | 0 | 6,250,000 | |||
Second Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | 9,000,000 | 9,000,000 | ||||
Repayment of debt | 3,200,000 | $ 600,000 | 4,500,000 | $ 1,900,000 | ||
Outstanding long-term debt | 0 | 0 | $ 4,500,000 | |||
Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity (up to) | $ 25,000,000 | $ 25,000,000 |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes (Details) $ / shares in Units, $ in Thousands | Aug. 10, 2021USD ($)$ / shares | Aug. 10, 2021USD ($)$ / shares | Aug. 10, 2021USD ($)$ / shares | Aug. 10, 2021USD ($)tradingDay$ / shares | Aug. 10, 2021USD ($)segment$ / shares | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | ||||||||||
Total debt | $ 575,000 | $ 575,000 | $ 10,750 | |||||||
Redemption price, percentage of principal amount redeemed | 100.00% | |||||||||
Proceeds from issuance of convertible senior notes | 575,000 | $ 0 | ||||||||
Interest expense | 746 | $ 152 | 1,055 | $ 640 | ||||||
Convertible Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total debt | $ 575,000 | $ 575,000 | $ 575,000 | $ 575,000 | $ 575,000 | 575,000 | 575,000 | $ 0 | ||
Additional aggregate amount to be purchased | $ 75,000 | $ 75,000 | $ 75,000 | $ 75,000 | $ 75,000 | |||||
Debt, interest rate | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | |||||
Convertible debt, threshold trading days | 20 | 20 | ||||||||
Convertible debt, consecutive trading days | tradingDay | 30 | |||||||||
Convertible debt, threshold percentage of stock price trigger | 130.00% | |||||||||
Convertible debt, business period | 5 days | |||||||||
Convertible debt, measurement period | 5 days | |||||||||
Convertible debt, measurement period percentage | 98.00% | |||||||||
Convertible debt, conversion rate | 1.51338% | |||||||||
Convertible debt, conversion price (in dollars per share) | $ / shares | $ 66.08 | $ 66.08 | $ 66.08 | $ 66.08 | $ 66.08 | |||||
Redemption price, percentage of principal amount redeemed | 100.00% | |||||||||
Proceeds from issuance of convertible senior notes | $ 560,100 | |||||||||
Debt issuance costs, gross | $ 14,900 | $ 14,900 | $ 14,900 | $ 14,900 | $ 14,900 | |||||
Interest expense | $ 600 | $ 600 | ||||||||
Effective interest rate percentage | 0.78% | 0.78% | ||||||||
Convertible Senior Notes | Level II | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Estimated fair value of debt | $ 588,800 | $ 588,800 |
Debt - Capped Calls (Details)
Debt - Capped Calls (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 09, 2021 | Aug. 05, 2021 | Sep. 30, 2021 | Sep. 30, 2021 |
Debt Instrument [Line Items] | ||||
Purchases of capped calls related to convertible senior notes | $ 49,393 | $ 49,393 | ||
Convertible Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Purchases of capped calls related to convertible senior notes | $ 49,400 | |||
Convertible Senior Notes | Call Option | ||||
Debt Instrument [Line Items] | ||||
Strike price (in dollars per share) | $ 92.74 | $ 66.08 | ||
Premium over last reported sale price, percentage | 100.00% | |||
Price per share of stock transaction (in dollars per share) | $ 46.37 |
Net Loss per Share - Summary of
Net Loss per Share - Summary of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Net loss | $ (9,311) | $ (2,747) | $ (33,684) | $ (23,792) |
Denominator: | ||||
Weighted-average shares used to compute new loss per share, basic (in shares) | 127,914,696 | 120,680,797 | 126,651,490 | 117,120,815 |
Weighted-average shares used to compute new loss per share, diluted (in shares) | 127,914,696 | 120,680,797 | 126,651,490 | 117,120,815 |
Net loss per share, basic (in dollars per share) | $ (0.07) | $ (0.02) | $ (0.27) | $ (0.20) |
Net loss per share, diluted (in dollars per share) | $ (0.07) | $ (0.02) | $ (0.27) | $ (0.20) |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - shares | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from computation of diluted net loss per share attributable to common stockholders (in shares) | 18,430,078 | 15,076,635 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from computation of diluted net loss per share attributable to common stockholders (in shares) | 4,402,667 | 7,744,337 |
Common stock issuable upon exercise of common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from computation of diluted net loss per share attributable to common stockholders (in shares) | 400,000 | 450,000 |
Common stock issuable upon vesting of restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from computation of diluted net loss per share attributable to common stockholders (in shares) | 4,663,447 | 5,983,872 |
Common stock issuable in connection with employee stock purchase plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from computation of diluted net loss per share attributable to common stockholders (in shares) | 262,029 | 898,426 |
Common stock issuable in connection with convertible senior notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from computation of diluted net loss per share attributable to common stockholders (in shares) | 8,701,935 | 0 |
Segment and Geographical Info_3
Segment and Geographical Information - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2021segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Segment and Geographical Info_4
Segment and Geographical Information - Revenue by Type of Service (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 128,141 | $ 96,748 | $ 365,941 | $ 267,475 |
Marketplace | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 117,783 | 88,040 | 336,913 | 241,286 |
Managed services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 10,358 | $ 8,708 | $ 29,028 | $ 26,189 |
Segment and Geographical Info_5
Segment and Geographical Information - Revenue by Geographic Area Based on Billing Address of Freelancers and Clients (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | $ 128,141 | $ 96,748 | $ 365,941 | $ 267,475 |
Freelancers | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | 75,186 | 58,743 | 217,518 | 163,021 |
Freelancers | United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | 18,429 | 15,832 | 55,308 | 44,129 |
Freelancers | India | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | 11,109 | 8,796 | 31,430 | 24,148 |
Freelancers | Philippines | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | 8,602 | 5,995 | 23,668 | 16,436 |
Freelancers | Rest of world | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | 37,046 | 28,120 | 107,112 | 78,308 |
Clients | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | 52,955 | 38,005 | 148,423 | 104,454 |
Clients | United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | 39,661 | 28,861 | 110,275 | 76,174 |
Clients | Rest of world | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | $ 13,294 | $ 9,144 | $ 38,148 | $ 28,280 |